Common use of Guarantor May Consolidate, Etc., Only on Certain Terms Clause in Contracts

Guarantor May Consolidate, Etc., Only on Certain Terms. The Guarantor shall not consolidate with or merge or amalgamate into another Person, or sell, assign, convey, transfer or lease all or substantially all of its properties and assets to any Person (other than a direct or indirect wholly-owned subsidiary of the Guarantor), unless: (a) either the Guarantor is the continuing Person or the successor Person (if other than the Guarantor) is organized under the laws of the United States, any state thereof, the District of Columbia, Bermuda, the Cayman Islands, Barbados or any country or state which is on the date of this Indenture a member of the Organization for Economic Cooperation and Development and expressly assumes by supplemental indenture the obligations and covenants of the Guarantor evidenced by this Indenture and the Securities; (b) immediately thereafter, no Event of Default, and no event which after notice or lapse of time or both would become an Event of Default, shall have happened and be continuing; and (c) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or amalgamation and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article and Article 8 and that all conditions precedent provided for herein relating to such transaction have been complied with.

Guarantor May Consolidate, Etc., Only on Certain Terms. The Guarantor shall not consolidate with or merge or amalgamate into another Person, any other corporation or sell, assign, convey, transfer transfer, lease or lease all or substantially all otherwise dispose of its properties and assets substantially as an entirety to any Person (other than a direct or indirect wholly-owned subsidiary of the Guarantor)Person, unless: (a) either the Person formed by such consolidation or into which the Guarantor is the continuing Person merged or the successor Person (if other than which acquires by conveyance, transfer or lease the Guarantor) is properties and assets of the Guarantor substantially as an entirety shall be a corporation, partnership or trust organized and validly existing under the laws of the United States, any state thereof, the District of Columbia, Bermuda, the Cayman Islands, Barbados Switzerland or any other member country or state which is on the date of this Indenture a member of in the Organization for Economic Cooperation Co-operation and Development and shall expressly assumes assume, by an indenture supplemental indenture hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all obligations and covenants of the Guarantor evidenced by under this Indenture and the SecuritiesGuarantees; (b) immediately thereafterafter giving effect to such transaction, no Event of Default, and no event which which, after notice or lapse of time or both both, would become an Event of Default, shall have happened occurred and be continuing; and (c) the Guarantor has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, conveyance, transfer or amalgamation and, if a lease and such supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article and Article 8 and that all conditions precedent herein provided for herein relating to such transaction have been complied withwith and that the supplemental indenture constitutes the legal, valid and binding obligations of the successor, subject to customary exceptions. This Section shall not apply to any merger or consolidation in which the Guarantor is the surviving corporation.

Guarantor May Consolidate, Etc., Only on Certain Terms. The Guarantor shall not may consolidate or merge with or merge or amalgamate into another Personinto, or sell, assign, convey, transfer or lease all or substantially all of its assets to, any Entity, provided that: (1) the Guarantor will be the surviving Entity or, if not, that the successor Entity formed by such consolidation or into which the Guarantor is merged or the Entity which acquires by transfer or lease all or substantially all of the properties and assets to any Person (other than a direct or indirect wholly-owned subsidiary of the Guarantor), unless: (a) either the Guarantor is the continuing Person or the successor Person (if other than the Guarantor) is will be an Entity organized and existing under the laws of any state of the United States, any state thereof, States of America or the District of Columbia, Bermudaand will expressly assume, by a supplemental indenture hereto, executed and delivered to the Cayman IslandsTrustee, Barbados or any country or state which is on in form satisfactory to the date of this Indenture a member Trustee, all of the Organization for Economic Cooperation and Development and expressly assumes by supplemental indenture the obligations and covenants of the Guarantor evidenced by under this Indenture and the SecuritiesGuarantee; (b2) immediately thereafterafter giving effect to such transaction, no Event of Default, and no default or other event which which, after notice or lapse of time time, or both both, would become an Event of Default, shall will have happened and be continuing; and (c3) the Guarantor has shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, transfer or amalgamation and, if a supplemental indenture is required in connection lease and any such assumption involving the Guarantor complies with such transaction, such supplemental indenture, comply with the provisions of this Article VII. In the event that the Guarantee shall not become effective and Article 8 and that all conditions precedent provided for herein relating the Guarantee Commencement Date shall not occur in accordance with the provisions of Section 11.01(3), the provisions of this Section 7.02 shall not be applicable to such transaction have been complied withthe Guarantor.

Guarantor May Consolidate, Etc., Only on Certain Terms. The Guarantor shall not may consolidate or merge with or merge or amalgamate into another Personinto, or sell, assign, convey, transfer or lease all or substantially all of its assets to, any Entity, provided that: (1) the Guarantor will be the surviving Entity or, if not, that the successor Entity formed by such consolidation or into which the Guarantor is merged or the Entity which acquires by transfer or lease all or substantially all of the properties and assets to any Person (other than a direct or indirect wholly-owned subsidiary of the Guarantor), unless: (a) either the Guarantor is the continuing Person or the successor Person (if other than the Guarantor) is will be an Entity organized and existing under the laws of any state of the United States, any state thereof, States of America or the District of Columbia, Bermudaand will expressly assume, by a supplemental indenture hereto, executed and delivered to the Cayman IslandsTrustee, Barbados or any country or state which is on in form satisfactory to the date of this Indenture a member Trustee, all of the Organization for Economic Cooperation and Development and expressly assumes by supplemental indenture the obligations and covenants of the Guarantor evidenced by under this Indenture and the SecuritiesGuarantee; (b2) immediately thereafterafter giving effect to such transaction, no Event of Default, and no default or other event which which, after notice or lapse of time time, or both both, would become an Event of Default, shall will have happened and be continuing; and (c3) the Guarantor has shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, transfer or amalgamation and, if a supplemental indenture is required in connection lease and any such assumption involving the Guarantor complies with such transaction, such supplemental indenture, comply with the provisions of this Article VII. In the event that the Guarantee shall not become effective and Article 8 and that all conditions precedent provided for herein relating the Guarantee Commencement Date shall not occur in accordance with the provisions of Section 11.01(3), the provisions of this Section 7.02 shall not be applicable to such transaction have been complied withthe Guarantor.

Guarantor May Consolidate, Etc., Only on Certain Terms. The Guarantor shall not consolidate with or merge into any other corporation or amalgamate into another Person, or sell, assign, convey, transfer or lease all or substantially all of its properties and assets substantially as an entirety to any Person (other than a direct or indirect wholly-owned subsidiary of the Guarantor)Person, unless: (a1) either the Person formed by such consolidation or into which the Guarantor is the continuing Person merged or the successor Person (if other than which acquires by conveyance, transfer or lease the Guarantor) is properties and assets of the Guarantor substantially as an entirety shall be a corporation, partnership or trust organized and validly existing under the laws of the United StatesStates of America, any state thereof, State thereof or the District of ColumbiaColumbia and shall expressly assume, Bermudaby an indenture supplemental hereto, executed and delivered to the Cayman IslandsTrustee, Barbados or any country or state which is on in form satisfactory to the date of this Indenture a member of the Organization for Economic Cooperation and Development and expressly assumes by supplemental indenture the Trustee, all obligations and covenants of the Guarantor evidenced by under this Indenture and the SecuritiesGuarantees; (b2) immediately thereafterafter giving effect to such transaction, no Event of Default, and no event which which, after notice or lapse of time or both both, would become an Event of Default, shall have happened occurred and be continuing; and (c3) the Guarantor has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, conveyance, transfer or amalgamation and, if a lease and such supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article and Article 8 and that all conditions precedent herein provided for herein relating to such transaction have been complied with. This Section shall not apply to any merger or consolidation in which the Guarantor is the surviving corporation.